On October 5, 2026, Hydrofarm Holdings Group entered into a settlement agreement to resolve all outstanding claims related to its engagement with the counterparty. As part of this full and final settlement, subject to certain milestones, the company agreed to issue 300,000 shares of newly designated non-voting convertible preferred stock. These Preferred Shares are convertible into an aggregate of 300,000 shares of common stock upon approval by stockholders as required by Nasdaq rules. The issuance relies on exemptions from registration under Section 4(a)(2) and Regulation D. Hydrofarm Holdings Group operates in the horticulture industry, providing lighting and growing equipment for indoor agriculture.